SHAREHOLDER UPDATE – ROADSHOWSMARCH 2010

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1. Objectives of Eyomhlaba

2. Highlights of 2009

3. Current holding as at 28 February 2010

4. Indicative net asset value

5. Reserve shares

6. Ordinary dividends

7. Ordinary dividends and FICA

8. Shareholders’ rights and restrictions

9. What happens at end of empowerment period?

10. AGM

11. Important shareholder information

12. Performance of ABIL

13. ABIL Strategic review14. Questions ????

Contents

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• Eyomhlaba formed in 2005 as ABIL’s first BEE scheme

• Eyomhlaba structured with low borrowings to increase its ability to succeed

• Hlumisa (previously called Masonge) was formed in 2008 after ABIL issued shares to buy Ellerine Holdings Ltd

• Eyomhlaba and Hlumisa now targeting to own at least 10% of ABIL by end of 2015

• Eyomhlaba currently holds 4.7% of ABIL

• Current combined shareholding of ABIL by Eyomhlaba and Hlumisa is 6.7%

Objectives of Eyomhlaba

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Highlights of 2009

• Dividends received of R68.2m

• Purchased 1.9 million ABIL shares at average cost of R27.66 per share

• Declared second ordinary dividend of 14 cents per share

Current holding as at 28 February 2010

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Past ABIL directors & employees

16.4%

Other black individuals

52.1%

EYOMHLABA

4.7%

ABIL

Current ABIL directors & employees

31.5%

Current holding as at 28 February 2010

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Indicative net asset value (NAV)

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14.7

5

15.7

5 17.1

7

16.3

4

14.7

7

15.0

7 16.3

0 17.7

1

16.3

2

14.7

5

17.7

5

18.1

0

18.1

2

19.9

8

20.0

4

20.2

4

20.7

6

19.9

6 21.1

9

20.8

4

21.2

5

0

5

10

15

20

25

Rand

Reserve shares

• Issued during 2009– Black employees

• 360 067 shares at prices ranging between R7,99 and R8,02 per share (discount of 60% to NAV)

– New black non-executive director of ABIL• 124 688 shares at R8,02 per share (discount of 60% to NAV)

• Remaining reserve is 2 712 704 shares• Only to issue to ABIL Black employees and Black

non-executive and executive directors

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Ordinary dividendCalculation of the maximum dividend

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1. Weighted average price at which ordinary shares have been issued since inception

Ordinary share capital at end of December 2009 R 97,596,522Number of ordinary shares in issue 40,537,296 Weighted average price R 2.41

Dividend limit for year ending 31 December 2009 6% R 0.14

2. 10% of dividends received from ABIL

Total dividends received from ABIL (no capitalisation receipts) R 68,178,267Maximum that can be declared as ordinary dividend is 10% thereof R 6,817,827

Number of ordinary shares in issue 40,537,296

Dividend limit based on ABIL dividend received R 0.17

Maximum ordinary dividend that may be declared per Eyomhlaba articlesLesser of 1 and 2 above, therefore R 0.14

Number of ordinary shares in issue 40,537,296 Maximum aggregate ordinary dividend payable R 5,855,791

R14.00 for every 100 Eyomhlaba shares

Ordinary dividend – continued

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General General Generalpublic shareholder employee

Number of shares held 100 100 100Cost per share R 4.00 R 3.00 R 1.50Total cost of investment R 400.00 R 300.00 R 150.00

Dividend per share - 2009 R 0.12 R 0.12 R 0.12

Dividend received in 2009 R 12.00 R 12.00 R 12.00Dividend receivable - 2010 R 14.00 R 14.00 R 14.00

R 26.00 R 26.00 R 26.00

Percentage return on investment since purchase 6.50% 8.67% 17.33%

Return on investment for different categories of shareholders who purchased 100 Eyomhlaba shares in 2005.

Ordinary dividend and FICA• Eyomhlaba declared its maiden ordinary dividend of 12 cents per share in the

previous financial year and declared a second dividend of 14 cents per share in the current financial year.

• Only 2 287 shareholders complied with the FICA requirements and therefore received their maiden dividend.

• FICA requirements– Certified copy of identity document– Certified proof of residence or affidavit– Bank confirmation of shareholder’s bank account

• IF FICA DOCUMENTS ARE NOT SUPPLIED, TRADING WILL NOT BE POSSIBLE

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Ordinary dividend and FICA

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• No interest is paid on unclaimed dividends

• If no FICA documents, no dividend will be paid.

Shareholders rights and restrictions

• Entitled to sell one-third in years starting:– 1 January 2011– 1 January 2012– 1 January 2013

(Proposal regarding the above in notice of AGM)• May only sell through “over the counter” mechanism to other black

individuals.• May not cede or pledge shares before 31 December 2015• Death of shareholder – shares may be transferred to legal beneficiary • Beneficiary subject to the same restrictions as shareholder• Eyomhlaba shareholders have a right to vote at ABIL’s AGMs

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What happens at end of empowerment period?

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• Empowerment period planned to end 31 December 2015

• Eyomhlaba shareholders will receive ABIL shares

• Currently 100 Eyomhlaba shares equivalent to approximately 72 ABIL shares (before unbundling taxes)

• Eyomhlaba will settle borrowings, pay taxes and costs and then be liquidated

• After Dec 2015 shareholders are free to deal with their ABIL shares as they see fit e.g. sell, pledge, cede, donate, transfer to family trust, etc.

• Dividends from ABIL shares will then be paid directly to shareholders

Annual General Meeting

• Purpose of AGM • Benefits of attending AGM• Ordinary resolutions to be considered at the AGM:

– Directors authority to issue the un-issued ordinary and preference shares. Permission valid until the next AGM

– Dawn Marole, Judy Dlamini and Asim Gani who resign as directors in terms of the Articles offer themselves for re-election.

– Johnny Gounden was nominated for director and has been recommended by the board for election at the AGM.

– Johnny Gounden, Max Mathye and Asim Gani offer themselves for election to the audit committee.

– Non-binding advisory vote in respect of the Company’s remuneration policy.

• Special resolutions to be considered at the AGM:– Amending Articles in order to extend certain buying periods of ABIL shares– Amending Articles in order to fix the annual discount on any reserved shares issued.

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Shareholders and your Annual General Meeting continued

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• Special resolutions to be considered at the AGM – continued– Amendment to Articles to allow shareholders with small shareholdings to sell all or any of

their shares post 31 December 2010– To amend Articles to include additional matters as routine business– To amend Articles to allow for directors to nominate alternative addresses for the receipt of

proxy forms– To amend various articles to change asset cover requirements and allow for certain third

party funding to be subordinated to other third party funding.– Consolidation of the company’s Articles

• Routine business to be considered by shareholders at the AGM:– Consider annual financial statements for the year ended 31 December 2009– To consider re-appointment of the auditors, Nkonki Inc– Appointment of Brian Mungofa as audit partner– To authorize the directors to determine the remuneration of the auditors.

Special resolution 6 – Amendment to Articles

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Special resolution 6 – Amendment to Articles

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Shareholders and your Annual General Meeting- Proxy forms

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Eyomhlaba Investment Holdings Limited (Incorporated in the Republic of South Africa)

(Registration number 2005/005827/06) ("Eyomhlaba" or “the Company”)

FORM OF PROXY

Instructions: For use by Eyomhlaba shareholders at the annual general meeting of shareholders of Eyomhlaba, to be held at 13h30 at the Protea Hotel Parktonian All Suite, 120 De Korte Street, Braamfontein, on 27 March 2010. Please note that, while preference shareholders are entitled to attend and speak at the annual general meeting, either in person or

represented by proxy, preference shareholders shall not be entitled to vote, either in person or by proxy, at the annual general

meeting save in respect of special resolution number 6. Accordingly any aspect of this proxy form regarding voting on any other

resolution other than special resolution number 6 does not apply to the preference shareholders. If any preference shareholder

completes any part of the voting instructions below other than in respect of special resolution number 6, those instructions will not

apply and will be disregarded.

Shareholders and your Annual General Meeting- Proxy forms (cont.)

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I/We (Name in BLOCK LETTERS please)

of [Address]

Telephone Work ( ) Telephone Home ( )

being the holder/s of (number of Eyomhlaba ordinary shares) ordinary shares; and/or

(number of Eyomhlaba preference shares) , preference shares,

hereby appoint (see note 1 overleaf – insert name of person you appoint):

or failing him/her

or failing him/her,

the chairman of the annual general meeting of shareholders, as my/our proxy to act for me/us at the annual general meeting of shareholders for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against such resolutions and/or abstain from voting in respect of the Eyomhlaba shares registered in my/our name (see note 3 overleaf) as follows:

Shareholders and your Annual General Meeting - Proxy forms (cont.)

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Yes No Abstain Ordinary resolution number 1 – Giving directors general permission to allot and issue unissued shares Ordinary resolution number 2 Re-elect the following directors

Marion Lesego Dawn Marole Nobuhle Judith Dlamini Asim Gani

New appointment of director Johnny Mathavan Gounden Ordinary resolution number 3 Election of the following directors to the audit committee of the

Company

Asim Gani Max Mokadi Mathye Johnny Mathavan Gounden Ordinary resolution number 4 – Non-binding advisory vote in respect of the Company’s remuneration policy Special resolution number 1 – Amending Article 4.4.1 in order to extend certain buying periods for ABIL shares Special resolution number 2 – Amending Article 7.4.4 in order to fix the annual discount on any reserved shares issued

Special resolution number 3 – To amend Article 13 to allow shareholders with small shareholdings to sell all or any of their shares post-31 December 2010

Special resolution number 4 – To amend Article 14.7 to include additional matters as routine business Special resolution number 5 – To amend Article 18.7 to allow for directors to nominate alternative addresses for the receipt of proxy

Special resolution number 6 – To amend various articles to change the asset cover requirements and to allow for certain third party funding to be subordinated to other third party funding

Special resolution number 7 – Consolidation of Articles of Eyomhlaba Routine business Re-appointment of Nkonki Inc. as auditors

Appointment of Brian Mungofa of Nkonki Inc as the designated auditor to hold office for the ensuing year

Authorise the directors to determine the remuneration of the auditors

and generally to act as my/our proxy at the said annual general meeting of shareholders. (Tick whichever is applicable. If no directions are given, the proxy will be entitled to vote or to abstain from voting, as that proxy deems fit.) Signed at on 2010

Signature (of shareholder)

Assisted by (where applicable)

Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder/s of Eyomhlaba) to attend and speak (and, where such shareholder is an ordinary shareholder, or is a preference shareholder (but in respect of special resolution number 6 only) vote) in place of that shareholder at the annual general meeting of shareholders. Please read the notes on the reverse side hereof.

Important shareholder information

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• From 2010 financial year, the statement will be prepared as at 28 February and 31 August in order to coincide with the income tax year.

• Annual and interim financial statements can now be received in electronic form via e-mail.

• If you would like to start receiving annual and interim reports via e-mail, please send your full name and identity number to: eyomhlaba@linkmarketservices.co.za

• If you have any questions please call the call centre on 0860 225 233 or e-mail eyomhlaba@linkmarketservices.co.za

Performance of ABIL

Results for the 12 months ended 30 September 2009

• Significant progress achieved in respect of strategic objectives

• Headline earnings of R1,810 million – up from R1,519 million in September 2008

• Total dividends per share of 185 cents – down from 210 cents in September 2008

• Headline earnings per share of 225,2 cents – up from 211,6 cents in September 2008.

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ABIL strategic review

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Key focus areas

• Maintain a foundation of financial strength

• Maintain and develop an appropriate skills base

• Grow our customer base through product and service innovation

• Integrate the financial services activities of Ellerines into African Bank

• Re-invigorate Ellerines retail offering

Thank you

QUESTIONS ??????